This trademark license agreement ("Agreement") is a legal agreement between you and NFC Forum, Inc. (the Forum), which is the owner of the trademark (the "Licensed Mark") and the related material that you will be able to download if you complete this Agreement and accept its terms. As used in this Agreement, the word "you" means the company, entity or individual that is acquiring a license under this Agreement.

By clicking on the "ACCEPT" button below, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual clicks on the "ACCEPT" button. When they do so, you will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. If you do not agree to all of the terms of this Agreement, click the "DO NOT ACCEPT" button at the end of this Agreement.

In consideration of the Forum's agreements herein, and other good and valuable consideration, the receipt and sufficiency of which you acknowledge by accepting this Agreement, you agree as follows:

1. License. The Forum hereby grants to you a limited, revocable, royalty-free, non-exclusive, nontransferable, non-sublicensable license to use the Licensed Mark solely in connection with use of the Near Field Communication ("NFC") technology for wireless interaction of data between consumer electronics, mobile devices, and personal computers and NFC-compatible tags. The Forum has registered the Licensed Mark in certain jurisdictions and for certain classes of products and services. A list of such jurisdictions may be found at www.nfc-forum.org/N-Mark on the Forum's Web site (the "Registered Jurisdictions").

2. Restricted Use. Before executing this Trademark License Agreement, you must download the then current version of the applicable "Specifications" and accept the terms of the Specification License. You shall not use the Licensed Mark except as set forth herein. You may use the Licensed Mark solely in connection with tags that have a data structure that complies with the then current version of the applicable "Specifications" that you already have licensed and downloaded and that can be read by products that are implemented in compliance with the "Requirements for Compliance" that you will be able to download if you complete this Agreement and accept its terms (the "Requirements") and the Specifications (such products, collectively, "Products" and each a "Product"). You may use the Licensed Mark only for the purposes of identifying the position where to align antennas of tags and devices. For example, the Licensed Mark may be used on smart poster tags that can be read by NFC-enabled devices. The Licensed Mark may not be used in connection with Your Product packaging or marketing collateral, with the exception of Product packaging or marketing collateral exclusively used in connection with such tags. The Licensed Mark may not be used for the purpose of identifying that a Product is compatible with NFC Forum Specifications, or on any device capable of reading data transferred via NFC or in any other manner not explicitly granted herein.

3. Quality Standards and Maintenance. You acknowledge and agree that (a) your use of the Licensed Mark shall at all times comply with the Forum's then-current trademark guidelines as the Forum may from time to time approve and amend for such purpose in its sole discretion (the "Trademark Guidelines," a current copy of which you will be able to download if you complete this Agreement and accept its terms , and (b) the Forum will rely upon your quality control procedures to ensure that Products bearing the Licensed Mark offered by you are in compliance with the Trademark Guidelines and the Requirements. Your quality control procedures shall be consistent with industry standard norms. Upon request by the Forum, and without cost to the Forum, you shall submit to the Forum for its approval, samples of the Products, services and other devices, packages, posters or collateral where the Licensed Mark is or will be applied or used. If at any time the Forum determines, in its sole discretion, that your use of the Licensed Mark fails to comply with the Requirements, Specifications or Trademark Guidelines, the Forum may notify you of such determination and shall request that you cure such failure within a period of 30 days. You may not use the Licensed Mark after the expiration of the 30 day period in which to cure the failure, unless and until you have provided the Forum with evidence of compliance with the Trademark Guidelines and Requirements, and the Forum has expressly approved such use in writing.

4. Form of Use.

   1. Attribution. You agree to use reasonable efforts to use the Licensed Mark only in the form and manner and with appropriate legends as prescribed from time to time by the Forum. The following statement must be readily visible in connection with each use of the Licensed Mark on smart posters, permitted Product packaging, Internet pages and collateral:

      "The 'N' Logo is a trademark of the NFC Forum, Inc. in the United States and in other countries."

   2. Notice. You shall mark each use of the Licensed Mark in a Registered Jurisdiction with the "®" symbol, and in every other case, unless otherwise advised by the Forum, with the "TM" symbol. If the Licensed Mark is used multiple times on or in a particular Product or related document, advertisement or other material, the symbol need only be used in connection with the most prominent use of the Licensed Mark on or in such Product, document, advertisement or other material, or if all uses are substantially the same in terms of prominence, then the symbol need only be used in connection with the first use of the Licensed Mark on or in such Product, document, advertisement or other material.

   3. Statements of Compliance. You may not refer to any product or service offering as being NFC Forum-certified, NFC Forum-conformant, or NFC Forum-compliant.

5. Reservation of Rights in Marks. The Forum expressly reserves the sole and exclusive ownership of the Licensed Mark and all other intellectual property rights of the Forum. The parties expressly agree that except for the limited license granted hereunder, you shall not have any right, title or interest in or to the Licensed Mark or any other intellectual property rights of the Forum. You agree that you will do nothing inconsistent with such ownership and that its use of the Licensed Mark shall inure to the benefit of Forum. This Agreement does not grant the Forum any right, title, or interest to your own trademarks, service marks, or trade names. You shall not acquire or attempt to acquire trademark, copyright, or domain name registrations containing the Licensed Mark or any other intellectual property rights of the Forum, alone or in combination with your own marks.

6. Term and Termination of Agreement. This Agreement shall commence as of the Effective Date and may be terminated in accordance with the terms of this Agreement. This Agreement may be terminated by you at any time upon fifteen (15) days written notice to the Forum. Additionally, the Forum may terminate this Agreement upon fifteen (15) days written notice to you in the event of your: (i) breach of any of the terms, conditions, or covenants of this Agreement, if such breach is not cured within thirty (30) days after written notice thereof by the Forum; (ii) insolvency; (iii) filing of a petition in bankruptcy; (iv) adjudication as bankrupt; or (v) assets being placed in the hands of a trustee or receiver. Upon termination of this Agreement, you shall immediately discontinue all use of the Licensed Mark and any advertising, marketing collateral or anything else that might make it appear that you are still handling, selling or promoting products or services bearing the Licensed Mark; provided however, that if (a) you possesses any inventory of Product(s) as of the effective date of such termination, (b) such Product(s) in inventory contain the Licensed Mark and conform to the applicable Specifications, Requirements and Trademark Guidelines, and (c) the Forum has not withdrawn such Specifications, you may sell off such Product(s) in inventory for a period of six (6) months after such effective termination date. After such six (6) month sell-off period, you shall not use, either directly or indirectly, the Licensed Mark or any other name, title, expression or mark so nearly resembling the Licensed Mark as to be likely to lead to confusion or uncertainty or to deceive the public. In the event that the Forum withdraws any Specification used to implement any Product(s) of yours, you shall immediately discontinue all use of the Licensed Mark in connection with such Product(s) and any advertising, marketing collateral or anything else that might make it appear that you are still handling, selling or promoting such Product(s) under the Licensed Mark; provided however, that if (I) you possess any inventory of such Product(s) as of the effective date of such withdrawal and (II) such Product(s) in inventory contain the Licensed Mark and conform to the Requirements, Trademark Guidelines and applicable withdrawn Specification, you may sell off such Product(s) in inventory for a period of six (6) months after such effective withdrawal date; provided further that after such six (6) month sell-off period, you shall no longer use, either directly or indirectly, the Licensed Mark or any other name, title, expression or mark so nearly resembling the Licensed Mark as to be likely to lead to confusion or uncertainty or to deceive the public, in connection with such Product(s). Without intending to exclude other provisions of this Agreement that by their nature survive terminations hereof, notwithstanding anything to the contrary in this Agreement, Sections 5 through 11 shall survive any termination of this Agreement.

7. Indemnity. The Forum assumes no liability to you or to any third party with respect to any of your product or service offerings. You shall indemnify, hold harmless and defend the Forum against any claim, cause of action, expense or liability (including attorney's fees and costs), arising from or related to the manufacture or sale of any product or service offering by or under your authority, but specifically excluding any claims of trademark infringement based upon your use of the Licensed Mark in compliance with this Agreement (including but not limited to the Trademark Guidelines) in a jurisdiction in which the Licensed Mark is registered and in connection with goods/services covered by the registration in the jurisdiction in which infringement is claimed.

8. Limitation of Liability. IN NO EVENT SHALL THE FORUM BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR OTHERWISE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SPECIFICATION(S) OR THE LICENSED MARK, EVEN IF THE FORUM IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES AVAILABLE TO EITHER PARTY.

9. Disclaimer of Warranties. THE SPECIFICATION(S) ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR COMPLETENESS.

10. Infringement Proceedings. The Forum shall have the authority and responsibility to prosecute any infringement of the Licensed Mark, at its sole option. You shall notify the Forum promptly of any actual or threatened infringements, imitations or unauthorized uses of the Licensed Mark of which you becomes aware, and you shall cooperate with the Forum, at the Forum's expense for any reasonable out-of-pocket expenses incurred by you, in any efforts by the Forum to protect and enforce its rights in the Licensed Mark or to prosecute third party infringers of the Licensed Mark. The Forum shall control all actions against third parties relating to the Licensed Mark. With respect to any such actions, the Forum shall employ counsel of its own choice to direct the handling of the litigation and any settlement thereof. The Forum shall be entitled to receive and retain all amounts awarded, if any, as damages, profits or otherwise in connection with such suits. The Forum shall incur no liability to you by reason of the Forum's failure or refusal to prosecute, or by the Forum's refusal to permit you to prosecute, any alleged infringement by third parties, nor by reason of any settlement to which the Forum may agree.

11. Miscellaneous.

    1. Assignment. You may not assign, sell, transfer or delegate any rights or obligations under this Agreement to another party without the Forum's prior written consent. Any such purported assignment, sale, transfer, delegation or other disposition by you, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

    2. Injunctive Relief. You acknowledge that any breach of its obligations under this Agreement, including, without limitation, its obligations set forth in Sections 3 or 4, may cause the Forum irreparable damage. Accordingly, you agree that in the event of such breach or threatened breach, in addition to remedies at law, the Forum shall have the right to seek injunctive or other equitable relief to prevent your violation of your obligations hereunder.

    3. Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.

    4. Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

    5. Governing Law. This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any court located within Suffolk County, Massachusetts, in connection with any matter based upon or arising out of this Agreement or the matters contemplated hereby and it agrees that process may be served upon it in any manner authorized by the laws of the Commonwealth of Massachusetts for such persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process.

    6. Independent Contractors. Each party is an independent contractor and neither party's personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other. Neither party may assume or create any obligations for, on behalf of, or in the name of the other party, or commit any act, make any representation, or advertise in any manner that may adversely affect any rights of the other party or be detrimental to its name or reputation.

    7. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be written in English and shall be (i) delivered by hand, (ii) deposited in the United States mail, postage prepaid and registered or certified with return receipt, (iii) transmitted by electronic mail or facsimile so long as such transmission is followed by transmission confirmation or demonstrated by electronic or other means or (iv) delivered by prepaid courier service. All such notices, requests, demands and other communications shall be deemed to have been duly delivered upon receipt and shall be delivered:

       If to the Forum, to: NFC Forum, Inc. 401 Edgewater Place Suite 600 Wakefield, MA 01880 Facsimile: +1 781-610-9864 email: info@nfc-forum.org If to You, to the address supplied by you at the end of this Agreement.

    8. Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

    9. Entire Agreement. This Agreement, and the Specifications, Requirements and Trademark Guidelines referenced herein (each of which, as amended from time to time, is incorporated by reference into and made a part of the Agreement), together constitute the entire agreement of the parties hereto with respect to its subject matter. This Agreement may be amended or modified only in writing and signed by duly authorized officers of both parties; provided however that the Forum may amend or withdraw any Specification or amend the Trademark Guidelines at any time and from time to time in its sole discretion. You acknowledge and agree that you will periodically review the Specifications on the Forum's web site at http://www.nfc-forum.org (the "Forum Website") and all Trademark Guidelines provided by the Forum from time to time to ensure that you are using the then current versions thereof. This Agreement supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same Agreement.

12. Required Information. You represent and warrant that the following information is complete and accurate: